1.1 Definitions. In these Terms, the following definitions apply:
Administrative Fee: £20 + VAT per Company per User.
Affiliate: the Customer's holding companies and subsidiaries and the Customer's holding companies subsidiaries in each case based anywhere in the world and in each case from time to time and the terms "holding company" and "subsidiary" shall have the meanings set out in section 1159 Companies Act 2006.
Agreement: the agreement between Semantrica and the Customer for the supply of the Services which shall be made up of the documents set out in clause 2.
Authorised User: the person who has successfully completed the Authentication Process and is therefore authorised by the Customer to manage the Services on the Customer's behalf.
Authentication Fee: the authentication fee set out on the Site.
Authentication Process: the authentication process to be completed by the Proposed Authorised User to become an Authorised User..
Branding: the names "Semantrica", "Tiscreport", "Tiscreport.org", “Project Vana” and all other names, logos and branding which appear anywhere on the Site or on any Site Materials.
Charges: the Authentication Fee, the Subscription Fee and the Administrative Fee.
Customer: the business subscribed to receive the Services from Semantrica.
Customer donations: any direct donations which the Customer may make to Unseen (UK) via the Site
Force Majeure Event: an event beyond Semantrica's reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving Semantrica's workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of our subcontractors.
Generated Content: all data, databases, reports and documents produced by Semantrica as a result of Semantrica processing, analysing or carrying out analytics on the Customer's compliance Statements and other shared or open data sources.
Initial Subscription: the period of 12 months from the date the Customer first receives the Services.
Insolvency Event: an event where: the relevant party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; the relevant party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the relevant party; an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the relevant party; the holder of a qualifying floating charge over the assets of the relevant party has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over all or any of the assets of the relevant party or a receiver is appointed over all or any of the assets of the relevant party; the relevant party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or the relevant party suffers any similar event in any jurisdiction.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Medium: the media upon which the Site Content or Site Materials are stored.
Compliance Statement: the documents uploaded on to the Site to meet compliance obligations within their jurisdiction.
Proposed Authorised User: any person who starts the Authentication Process to become an Authorised User.
Renewal Subscription: as defined in clause 16.1.
Semantrica: Semantrica Limited, a company registered in England and Wales under company number 09001464 and whose registered office at 28 Broad Street, Bristol, BS1 2HG.
Services: the services the Customer has subscribed to receive from Semantrica via the Sites which allow the Customer to upload its compliance Statement on to the Site.
Site: the website at https://auth.tisc.io, https://tiscreport.org, https://projectvana.org, https://techfund.tiscreport.org/, https://insights.tiscreport.org/ or such other websites as Semantrica may nominate from time to time.
Site Content: the content of the Site from time to time, including without limitation all graphics, data, information and code within the Site from time to time.
Site Materials: the files, reports, databases, documents and materials made available from the Site from time to time.
Subscription: the Customer's subscription to access and use the Services.
Subscription Fee: the subscription fee set out on the Site.
Terms: the terms and conditions set out in this document (as amended from time to time in accordance with clause 18.8).
Subscription Period: the period of the Initial Subscription plus any Renewal Subscription.
User Account: the user account set up by the Proposed Authorised User as part of the process for subscribing for the Services.
1.2 Construction. In these Terms, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under it;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written excludes faxes but includes e-mails.
2 The agreement
2.1 The Agreement between Semantrica and the Customer for the supply of the Services shall be made up of the following documents:
2.1.1 these Terms;
3.1 The Customer acknowledges and agrees that Semantrica owns the Branding and all Intellectual Property Rights in the Branding and that the Customer does not have any rights to use the Branding for any purpose without Semantrica's prior written consent.
4 Authentication process
4.1 To subscribe for the Services, the Proposed Authorised User must set up a User Account and successfully complete the Authentication Process.
4.2 If the Proposed Authorised User successfully completes the Authentication Process, the Proposed Authorised User shall become an Authorised User.
4.3 The Customer warrants and represents to Semantrica that the Authorised User has authority to bind the Customer to the terms of this Agreement.
4.4 If the Proposed Authorised User fails the Authentication Process, the Proposed Authorised User shall be personally liable to pay Semantrica the Authentication Fee.
5 Right to use the services
5.1 Semantrica grants the Customer, subject to this Agreement, a non-exclusive, non-transferable, non-sub-licensable right to permit the Authorised User to access and use the Services for the duration of the Subscription Period.
5.2 In relation to the Authorised User, the Customer undertakes that:
5.2.1 it will ensure that the Authorised User keeps all usernames and passwords to access and use the Services strictly confidential; and
5.2.2 it will notify Semantrica immediately if the Authorised User ceases to be employed or engaged by the Customer.
5.3 The Customer shall be liable for the acts and omissions of its Authorised User as if they were the Customer's own.
6 Acceptable use
6.1 The Customer shall use the Services for the sole purpose of sharing compliance documents and monitoring companies (including suppliers, buyers, funders, investment portfolios etc).
6.2 Without prejudice to the generality of clause 6.1, the Customer shall not use the Services to:
6.2.1 upload any documents on to the Site except for the Customer's own compliance documents;
7 Compliance Statements
7.1 The Customer warrants and represent to Semantrica on an ongoing basis that:
7.1.1 the Customer's Compliance Statements are accurate and complete;
7.1.2 the Customer's Compliance Statement represents a true and accurate picture of the steps the Customer has taken to ensure that slavery and human trafficking is not taking place in its business or in any of its supply chains and do not contain any misleading statements or omissions;
7.1.3 if the Customer's compliance Statement contains opinions, those opinions are genuinely held and are clearly marked as opinions; and
7.1.4 the Customer's compliance Statement does not infringe the Intellectual Property Rights of any third party.
7.2 The Customer's compliance Statement shall not:
7.2.1 contain any material which is in any way offensive or defamatory;
7.2.2 give the impression that the Customer's compliance Statement, or the steps the Customer has taken to ensure that slavery and human trafficking is not taking place in its business or in any of its supply chains, have been approved by Semantrica;
7.2.3 give the impression that the Customer's compliance Statement, or the steps the Customer has taken to ensure that slavery and human trafficking is not taking place in its business or in any of its supply chains have been approved by any third party, if that is not the case; or
7.2.4 misrepresent the Customer's identity or the Customer's affiliation or relationship with Semantrica or any third party.
7.3 The Customer may update its compliance Statement on the Site on an unlimited basis. However, the Customer shall pay Semantrica the Administrative Fee for processing changes to the Customer's compliance Statement.
7.4 The Customer shall be solely responsible for keeping a back-up copy of its compliance Statement. Therefore, subject to clause 15.1, Semantrica shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss or damage to the Customer's compliance Statement.
7.5 Semantrica shall be entitled to retain a copy of each compliance Statement the Customer uploads on to the Site.
8 Supply of services
8.1 Semantrica will supply the Services:
8.1.1 in accordance with the terms of this Agreement; and
8.1.2 using reasonable care and skill and in accordance with all applicable laws.
8.2 Semantrica reserves the right to make changes, modifications and alterations to the Site and the Services or to add or withdraw features and materials from the Site and the Services, either temporarily or permanently, without notice provided that they do not materially adversely affect the Site and the Services.
8.3 Semantrica does not check the compliance Statements uploaded onto the Site. It is the Customer's sole responsibility to make sure that its compliance Statement is fit for purpose, accurate and complete.
9 Intellectual property rights
9.1 As between Semantrica and the Customer, all Intellectual Property Rights in the Customer's compliance Statement shall be owned exclusively by the Customer. The Customer grants Semantrica a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferrable, sub-licensable licence to use, copy, reproduce, publish, distribute, display, analyse, create derivative works from, combine with other works, translate and disclose the Customer's compliance Statement in any form, medium or technology in whole or in part for the purposes of:
9.1.1 providing the Customer with the Services;
9.1.2 displaying the compliance Statement on the Site;
9.1.3 generating reports, statements and other documents;
9.1.4 carrying out analysis and analytics;
9.1.5 identifying trends and patterns in slavery and human trafficking;
9.1.6 identifying countries, territories, sectors and supply chains at risk of slavery and human trafficking;
9.1.7 raising awareness of slavery and human trafficking worldwide;
9.1.8 tackling slavery and human trafficking worldwide;
9.1.9 sharing information with Unseen (UK) and other charitable and non-charitable organisations for any of the above purposes; and
9.1.10 providing other services to Semantrica's customers and prospective customers.
9.2 Subject to clause 9.1, as between Semantrica and the Customer, Semantrica owns all Intellectual Property Rights in:
9.2.1 the Site;
9.2.2 the Services;
9.2.3 the Site Content;
9.2.4 the Site Materials; and
9.2.5 the Generated Content.
9.3 If the Customer downloads or prints any Site Content or Site Materials:
9.3.1 the Customer will own the Medium on which the Site Content or Site Materials are stored; and
9.3.2 Semantrica will own all Intellectual Property Rights in the Site Content and Site Materials.
9.4 Subject to these Terms, the Customer does not have any rights in or to the Site, the Site Content, the Site Materials, the Generated Content or the Services.
10 Data protection
10.1 Semantrica shall at all times fully comply with its obligations under the Data Protection Act 1998.
10.2 The Customer warrants and represents to Semantrica on an ongoing basis that all personal data provided to Semantrica under this Agreement:
10.2.1 is accurate and complete; and
10.2.2 has been lawfully provided and all necessary data subject consents have been obtained.
11 Charges and payment
11.1 The Customer shall pay Semantrica:
11.1.1 subject to clause 4.4, the Authentication Fee for each Authorised User at the start of the Authentication Process; and
11.1.2 the Subscription Fee for the Initial Subscription and for each Renewal Subscription annually in advance.
11.2 Even if the Customer has multiple Authorised Users, the Customer shall still only pay the Subscription Fee once for the Initial Subscription and once for each Renewal Subscription.
11.3 Semantrica will add VAT to the Charges at the prevailing rate.
11.4 Semantrica reserves the right to increase the Subscription Fee and the Administrative Fee with effect from the start of each Renewal Subscription. Semantrica will give the Customer at least 30 days' notice of any increase in the Subscription Fee or the Administrative Fee.
11.5 If the Customer fails to make any payment due to Semantrica by the due date for payment, then:
11.5.1 Semantrica may suspend the Customer's and its Authorised User's rights to access and use the Services until payment is received in full; and
11.5.2 The Customer shall pay Semantrica interest on the overdue amount at the rate of 4% per cent per annum above Bank of England's base rate from time to time.
11.6 The Authentication Fee, Subscription Fee and Administrative Fee are strictly non-refundable even if Semantrica removes the Customer's compliance Statement from the Site or terminates the Customer's and/or its Authorised User's rights to access and use the Services.
11.7 The Customer shall pay Semantrica all amounts due to Semantrica in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
12.1 The Customer agrees to indemnify Semantrica for any claims, costs, damages or expenses (including legal expenses) Semantrica incurs as a result of the Customer's breach of clauses 6.1, 6.2, 7.1, 7.2or 10.2.
15 Limitation of liability
15.1 Nothing in this Agreement shall limit or exclude Semantrica's liability for:
15.1.1 death or personal injury caused by Semantrica's negligence;
15.1.2 fraud or fraudulent misrepresentation; or
15.1.3 any other liability to the extent it cannot be lawfully limited or excluded.
15.2 Subject to clause 15.1:
15.2.1 Semantrica shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following which arise under or in connection with the Agreement:
- (a)loss of profit;
- (b) loss of sales;
- (c)loss of business;
- (e)loss of revenue;
- (e)loss of anticipated savings;
- (f)loss of business opportunity;
- (g)loss of or damage to goodwill or reputation; or
- (h)indirect or consequential loss or damage.
15.2.2 Semantrica's total liability to the Customer in respect of all other losses, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement, shall in no circumstances exceed the total Charges paid by the Customer to Semantrica in the previous 12 months.
16 Term and termination
16.1 The Customer may access and use the Services for the Initial Subscription. At the end of the Initial Subscription, the Customer's Subscription shall, unless terminated in accordance with the terms of this Agreement, automatically renew for successive periods of equal duration as the Initial Subscription (Renewal Subscription).
16.2 Either party may terminate the Customer's Subscription by giving the other party not less than 3 months' written notice such notice to expire at the end of the Initial Subscription or a Renewal Subscription.
16.3 The Customer may terminate the Customer's Subscription with immediate effect by giving Semantrica written notice if:
16.3.1 Semantrica commits a material breach of the Agreement and (if such a breach is remediable) Semantrica fails to remedy the breach within 14 days of being notified by the Customer in writing to do so; or
16.3.2 Semantrica suffers an Insolvency Event.
16.4 Semantrica may terminate the Customer's Subscription with immediate effect by giving the Customer written notice if:
16.4.1 the Customer breaches any of these Terms; or
16.4.2 the Customer suffers an Insolvency Event.
17 Consequences of termination
17.1 On termination of the Customer's Subscription for any reason:
17.1.1 the Customer shall make no further use of the Services;
17.1.2 Semantrica will disable the Customer's and its Authorised User's access to the Services;
17.1.3 the Customer must immediately pay Semantrica all outstanding Charges;
17.1.4 Semantrica may remove the Customer's compliance Statements from the Site and stop displaying them on the Site (although Semantrica is not under an obligation to do so);
17.1.5 the perpetual licence granted by the Customer to Semantrica under clause 9.1shall continue in full force and effect;
17.1.6 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected; and
17.1.7 the following clauses shall continue in full force and effect: 3, 7.1, 7.2, 7.4, 7.5, 9, 14, 15 and 17.
18.1 Semantrica shall not be liable to the Customer as a result of any delay or failure to perform Semantrica's obligations under this Agreement as a result of a Force Majeure Event.
18.2 Semantrica may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Semantrica's rights or obligations under this Agreement. The Customer shall not, without Semantrica's prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of the Customer's rights or obligations under this Agreement.
18.3 Any notice or communication Semantrica gives the Customer shall be in writing and sent to the Customer's main business address or to the email address the Customer gave Semantrica when the Customer subscribed for the Services (or to any updated email address notified to Semantrica in accordance with clauses 18.3and 18.4). Any notice or communication the Customer gives Semantrica shall be in writing and sent to Semantrica's registered office.
18.4 Any notice or communication Semantrica gives the Customer shall be deemed to have been received on the date it is posted or communicated to the Customer. Any notice or communication the Customer gives Semantrica shall be deemed to have been received on the date it is actually received by Semantrica.
18.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
18.6 A waiver of any right under this Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
18.7 A person who is not a party to this Agreement shall not have any rights to enforce it.
18.8 This Agreement may not be varied without the written agreement of both parties.
18.9 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.10 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
18.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).